Andrew J. Pitts

Cravath represented the underwriters in connection with the $1.2 billion registered notes offering of Howmet Aerospace Inc., a leading global provider of advanced engineered solutions for the aerospace and transportation industries. Proceeds of the offering will be used to partially finance Howmet Aerospace Inc.’s acquisition of Consolidated Aerospace Manufacturing, LLC. The transaction closed on March 3, 2026.

Cravath represented the underwriters in connection with the $1 billion registered senior notes offering of Verisk Analytics, Inc., a leading data, analytics and technology provider serving clients in the insurance ecosystem. The transaction closed on February 26, 2026.

Cravath represented the underwriters in connection with the $500 million registered senior notes offering of Loews Corporation, a holding company. The transaction closed on February 18, 2026.

On February 27, 2026, Paramount Skydance Corporation (“Paramount”) and Warner Bros. Discovery, Inc. ("WBD") announced they have entered into a definitive merger agreement under which Paramount will acquire WBD. Under the terms of the agreement, Paramount will pay $31.00 per share in cash for all outstanding shares of WBD. The transaction values WBD at an enterprise value of $110 billion, and has been unanimously approved by the Boards of Directors of both companies. Cravath is representing Paramount in connection with the transaction.

Cravath represented the initial purchasers in connection with the $1 billion 144A/Reg. S high‑yield senior notes tack‑on offering of Uniti Services LLC, Uniti Fiber Holdings Inc., Uniti Group Finance 2019 Inc. and CSL Capital, LLC. Uniti Group Inc., the issuers’ parent company, is a premier insurgent fiber provider dedicated to enabling mission‑critical connectivity across the United States. The transaction closed on February 4, 2026.

On March 11, 2026, Cravath prepared a memo for its clients entitled “FPI Section 16(a) Reporting Update: Final Rules, Conditional Exemptive Relief Order and Frequently Asked Questions.” The memo examines the U.S. Securities and Exchange Commission’s adoption of final rule and form amendments and issuance of a conditional exemptive relief order, as well as the Frequently Asked Questions posted by staff of the Division of Corporation Finance of the SEC, ahead of the March 18, 2026, deadline for compliance with the Holding Foreign Insiders Accountable Act.

On December 23, 2025, Cravath prepared a memo for its clients entitled “Section 16(a) Share Ownership and Transaction Reporting Obligations to Apply to Directors and Officers of Foreign Private Issuers from March 18, 2026.” The memo examines the Holding Foreign Insiders Accountable Act and how directors and officers of foreign private issuers will be required to comply with the share ownership and transaction reporting obligations of paragraph (a) of Section 16 of the Securities Exchange Act of 1934 within 90 days of the enactment of the 2026 U.S. National Defense Authorization Act.

On December 10, 2025, The Review of Securities & Commodities Regulation published an article written by Cravath partners Andrew J. Pitts, C. Daniel Haaren and Steven Seltzer entitled “Structuring Share Repurchases: Rule 10b‑18 and Rule 10b5‑1 Applied to Various Open‑Market Repurchase Programs.” The article examines share repurchase programs, a tool used by many public companies to return capital to shareholders. It discusses how Rule 10b‑18 and Rule 10b5‑1 of the Securities Exchange Act of 1934 operate, how OMR, ASR and eOMR transactions work and the extent to which Rule 10b‑18 and Rule 10b5‑1 may apply to these types of transactions.

On July 1, 2025, Cravath prepared a memo for its clients entitled “Structuring Share Repurchases: Rule 10b‑18 and Rule 10b5‑1 Applied to Open‑Market Share Repurchase Programs, Accelerated Share Repurchase Transactions and Enhanced Open‑Market Share Repurchase Transactions.”

On June 11, 2025, Cravath prepared a memo for its clients entitled “SEC Solicits Public Comment on the Eligibility Criteria for Foreign Private Issuer Status.” The memo examines a concept release recently published by the U.S. Securities and Exchange Commission to seek public comment on whether to revise the “foreign private issuer” definition in light of shifting trends in the characteristics of the FPI population.